Loading...
2002-06-05 Special ARRA PacketAGENDA Special Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority * * * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ROLL CALL Wednesday, June 5, 2002 Meeting will begin at 5:25 p.m. City Hall will open at 5:15 p.m. 2. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: 2 -A. Property: Negotiating parties: Under negotiation: 2 -B. Property: Negotiating parties: Under negotiation: Alameda Naval Air Station ARRA, Navy and Alameda Point Community Partners Price and Terms Alameda Naval Air Station ARRA and Navy Price and Terms 3. ANNOUNCEMENT of ACTION TAKEN in CLOSED SESSION, if any. 4. Public Comment on Non - Agenda Items Only. Anyone wishing to address the Board on agenda items only, may speak for a maximum of 3 minutes per item. 5. ADJOURNMENT Notes: • Sign language interpreters will be available on request. Please contact Lucretia Akil, ARRA Secretary, at 749 -5800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. AGENDA Special Joint Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority and City Council * * * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 1. ROLL CALL Wednesday, June 5, 2002 Meeting will begin at 6:00 p.m. City Hall will open at 5:15 p.m. 2. ADJOURNMENT TO CLOSED SESSION OF THE ARRA AND CITY COUNCIL FOR CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION (GOVERNMENT CODE SECTION 54956.9): Parties: Manex Entertainment, Inc. and ARRA, City of Alameda, et al Case numbers: 2002 - 045046; 2002 - 038073; and 2001- 023739 3. ANNOUNCEMENT of ACTION TAKEN in CLOSED SESSION, if any. 4. Public Comment on Non - Agenda Items Only. Anyone wishing to address the Board on agenda items only, may speak for a maximum of 3 minutes per item. 5. ADJOURNMENT Notes: • Sign language interpreters will be available on request. Please contact Lucretia Akil, ARRA Secretary, at 749 -5800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. AGENDA Regular Meeting of the Governing Body of the Alameda Reuse and Redevelopment Authority * * * * * * ** Alameda City Hall Council Chamber, Room 390 2263 Santa Clara Avenue Alameda, CA 94501 Wednesday, June 5, 2002 Meeting will begin at 5:30 p.m. City Hall will open at 5:15 p.m. 1. ROLL CALL 2. CONSENT CALENDAR 2 -A. Approval of the minutes of the special meeting of May 6, 2002. 2 -B. Approval of the minutes of the regular meeting of May 6, 2002. 2 -C. Report from the Executive Director recommending the approval of the ARRA budget for fiscal year 2002 -2003. 3. ACTION ITEMS 3 -A Report and recommendation from the Executive Director to approve a new contract and contract amendment for Northgate Environmental for environmental consulting services. 4. ORAL REPORTS 4 -A. Oral report from APAC 5. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) 6. COMMUNICATIONS FROM THE GOVERNING BODY 7. ADJOURNMENT This meeting will be cablecast live on channel 15. The next regular ARRA meeting is scheduled for Wednesday, July 3, 2002. Notes: • Sign language interpreters will be available on request. Please contact the ARRA Secretary, Lucretia Akil at 749- 5800 at least 72 hours before the meeting to request an interpreter. • Accessible seating for persons with disabilities (including those using wheelchairs) is available. • Minutes of the meeting are available in enlarged print. • Audio tapes of the meeting are available for review at the ARRA offices upon request. APPROVED MINUTES OF THE SPECIAL MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY AND CITY COUNCIL Wednesday, May 1, 2002 The meeting convened at 5:25 p.m. with Chair Appezzato presiding. 1. ROLL CALL Present: Ralph Appezzato, Mayor, City of Alameda, Chair Barbara Kerr, Boardmember, City of Alameda Tony Daysog, Boardmember, City of Alameda Beverly Johnson, Boardmember, City of Alameda Absent: Albert DeWitt, Boardmember, City of Alameda 2. ACTION ITEMS 2 -A. Recommendation to Execute Agreement for Assignment and Novation of property management services between the ARRA, the City of Alameda and Gallagher & Lindsey for certain residential properties at Alameda Point. The public hearing was opened. There were no public comments. The public hearing was closed for Authority discussion. Member Kerr asked what does Novation mean? City Attorney Carol Korade responded that it is cancellation of an old contract and making a new one, by removing the City out of the old one, so the City does not have any liability for future actions. Member Johnson moved approval of the recommendation. The motion was seconded by Member Kerr and passed by the following voice vote: Ayes -4; Noes -0; Abstentions -0. 1 2 -B. Recommendation to terminate Agreement between the City of Alameda and the ARRA for the possession, control and maintenance of certain residential properties at Alameda Point. The public hearing was opened. There were no public comments. The public hearing was closed for Authority discussion. Member Kerr moved approval of the recommendation. The motion was seconded by Member Johnson and passed by the following voice vote: Ayes -4; Noes -0; Abstentions-O. 3. Public Comment on Non- Agenda Items Only. Anyone wishing to address the Board on agenda items only, may speak for a maximum of 3 minutes per item. There were no public comments. 4. ADJOURNMENT Chair Appezzato adjourned the meeting at 5:30 p.m. ectfully, L cretia Akil ARRA Secretary 2 APPROVED MINUTES OF THE REGULAR MEETING OF THE ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY Wednesday, May 1, 2002 The meeting convened at 5:30 p.m. with Chair Appezzato presiding. 1. ROLL CALL Present: Ralph Appezzato, Mayor, City of Alameda, Chair Barbara Kerr, Boardmember, City of Alameda Tony Daysog, Boardmember, City of Alameda Beverly Johnson, Boardmember, City of Alameda Absent: Albert DeWitt, Boardmember, City of Alameda 2. CONSENT CALENDAR 2 -A. Approval of the minutes of the special meeting of December 10, 2001. 2 -B. Approval of the minutes of the regular meeting of February 6, 2002. 2 -C. Approval of the minutes of the regular meeting of the March 6, 2002. 2 -D. Withdrawn. Member Kerr moved approval of the recommendation. The motion was seconded by Member Johnson and passed by the following voice vote: Ayes -4; Noes -0; Abstentions -1 (Member Johnson). Discussion. Member Kerr stated that at the December 10, 2001 meeting, the Board discussed the Legally Binding Agreements that applied to the non - residential uses and in the minutes it states that they were not yet written. It was explained at that meeting the use paragraphs would be available for review after they were written. Member Kerr stated that she would like a copy of them if they have been written for the non - residential ones, which are quite broad. 1 3. PRESENTATION 3 -A. Presentation of Certificate of Appreciation to various City employees acknowledging their contributions to the management and maintenance of Alameda Point. Chair Appezzato formerly presented certificates of appreciation to Bob Baldwin, Ken Bowman, Gary Colbert, Regan Cruse, Mike Hampen, Ed Levine and Todd Williams for their contributions to the management and maintenance of Alameda Point. Ken Bowman stated that it was a real pleasure working for the City over the past six years which has meant a lot to him. Mike Hampen thanked the Board for the opportunity to have worked at Alameda Point, as it was a perfect transition job from the Navy into the public sector. Ed Levine thanked the members of the ARRA Board for receiving his commendation. Mr. Levine stated that he has worked on the leasing program at Alameda Point over the past six years. Upon entering, the Navy was still operational on the Base and there were no existing lease agreements with the Navy at that time. Over the past six years, they have signed over 150 lease agreements, in excess of $30 million of lease revenue for the ARRA. It has been a real joy in working with the diversity of tenants which they successfully attracted to the former NAS. Mr. Levine also expressed his appreciation to all of City of Alameda staff, including City Manager Jim Flint, Public Works, Planning, City Attorney's office, Police and Fire. Bob Baldwin stated that he has worked at Alameda Point over the past two years, which was very different from any other job he was expected to do. It was challenging and different and led to different maintenance jobs he had not performed before. The transition has been a rewarding experience. 4. ACTION ITEMS 4 -A. Recommendation from the Executive Director to approve the Property Management Agreement with Alameda Point Community Partners to carry out leasing and property management activities at Alameda Point. The public hearing was opened for Authority discussion. Member Kerr stated that were duplicate addresses listed on Exhibit A -1, Part-1, Excluded Properties of the Property Management Agreement (specifically on the top of Page 2 under Pensacola and Unity Village addresses). These duplications should be corrected. Also, on the map on the Excluded Properties regarding the Homeless Collaborative, Building 550 may be part 2 of the Collaborative and all the CPO houses, but they have not been filled in on this particular map. There is also one on Barbers Point Road which is not included on the map. Member Kerr stated that the maps should be double checked and corrected prior to signing of the actual agreement and it would also be helpful if all the maps from this point forward had the current street names on them. Member Kerr further stated that on Exhibit B of the Property Management Agreement the monthly money that will be turned over to ARRA is $208,000 and according to the Alameda Point Management Plan, there is a comparative income statement dated February 27, 2002 which states year to dates through July 2003. Member Kerr asked if the ARRA is on the same fiscal year that the City is on? Development Services Director Doug Yount responded yes, the ARRA is on the same fiscal calendar as the rest of the City. Member Kerr stated she would like a comparison of real month (year to date summary) before APCP takes over and the budgeted amounts, in the near future. Member Daysog asked with regards to unforeseeable weather conditions, in what way has the ARRA and APCP structured any type of reserves, which have been set aside for those type of events and cost of landscaping, which goes beyond what was originally considered in Exhibit E? Jay Heckenlively, APCP General Manager responded that currently they are working with a budget that has been approved by City staff and the constraints within that budget. The services noted in the Property Management Agreement budget section are in accordance with the budget that has been approved in the amount of $492, 800. Member Daysog responded that if there is some El Nino and more staff are needed to maintain the landscaping or certain buildings have gotten dry rot, is the sole budget is $492,800? Mr. Heckenlively stated that is correct and that if new expenses arise that they were not expecting in the past, APCP would have to come to the ARRA and figure out jointly how to address issues like this, on a case by case bases. City Manager Jim Flint responded that there is a small budget reflected in the current contract budget agreement. We are hoping that APCP takes over this very small budget and builds on it for the future to generate additional revenue and allow the ARRA to increase that budget and have the resources to address unexpected conditions like El Nino. Member Daysog responded that he appreciates staff being fiscally conservative, but would like to see a reserve for unexpected weather conditions. 3 Attorney Korade stated that the Manager's responsibilities starts on page two, in paragraph two through page seven under the Property Management Agreement. Member Johnson asked if there is a map in the agreement of City occupied buildings (since there is one for Excluded buildings)? Director Yount stated that no there is not one currently included in the agreement, however staff can provide one separately. Member Johnson asked if there is an area designated for East Bay Regional Parks, which is included on the list of Excluded Properties in the agreement? Director Yount responded that the area commonly referred to as Term 1, was anticipated as future park space and believes that it is excluded, however it is not shown on the Excluded Properties list. Member Johnson asked if the Piedmont Soccer field is a lease with the City of Piedmont? City Manager Jim Flint responded yes, it is lease with the Piedmont Soccer Club. Member Johnson requested that there should be an Excluded Properties map for the City of Alameda, similar to the Collaborative, so there is a visual of what is being referred to in the Property Management Agreement. Member Daysog moved approval of the recommendation. The motion was seconded by Member Kerr and passed by the following voice vote: Ayes -4; Noes -0; Abstentions-O. Discussion. Member Johnson stated this is an important step the ARRA is taking on. Staff has done an excellent job and their efforts should be recognized. Member Daysog stated that the Base Conversion process has been successful to date and is proud of this effort. Chair Appezzato congratulated City staff on their efforts to date. The public hearing was opened. Richard Neveln, 1328 Park Street stated that public transit is the main source that will make development at Alameda Point a blessing. Enhancements in public transit must be brought upon by the developer including free shuttles to Bart, commuter check programs, support for creative leasing and fee packaging that make public transit happen before there is congestion. 4 5. ORAL REPORTS 5 -A. Oral report from APAC. APAC Chairman Lee Perez stated that City staff continues to keep them up to date on the progress of the development on the base, including the Catellus project. 5 -B. Oral report from the Executive Director (non- discussion items). None. 6. ORAL COMMUNICATIONS, NON - AGENDA (PUBLIC COMMENT) (Any person may address the governing body in regard to any matter over which the governing body has jurisdiction that is not on the agenda.) There were no public comments. 7. COMMUNICATIONS FROM THE GOVERNING BODY Member Daysog requested that staff prepare an off - agenda report with regards to the status of the environmental clean-up and how the City is progressing to date. 8. ADJOURNMENT TO CLOSED SESSION OF THE ARRA TO CONSIDER CONFERENCE WITH REAL PROPERTY NEGOTIATOR: 8 -A. Property: Negotiating parties: Under negotiation: 8 -B. Property: Negotiating parties: Under negotiation: Alameda Naval Air Station ARRA, Navy and Alameda Point Community Partners Price and Terms Alameda Naval Air Station ARRA, Navy and Alameda Unified School District Price and Terms 9. ANNOUNCEMENT of ACTION TAKEN in CLOSED SESSION, if any. The Mayor announced no action was taken. 10. ADJOURNMENT Chair Appezzato adjourned the meeting at 6:00 p.m. ly, cretia Aki ARRA Secretary 5 Alameda Reuse and Redevelopment Authority Interoffice Memorandum May 29, 2002 TO: Honorable Members of the Alameda Reuse and Redevelopment Authority FROM: Jim Flint, Executive Director SUBJ: Background Report from the Executive Director Recommending the Approval of the ARRA Budget For Fiscal Year 2002 -2003 There has been a city -wide focus on the ARRA lease revenues this fiscal year. The ARRA is eager to transition base operations, maintenance, and eventually ownership to Alameda Point Community Partners (APCP) to commence redevelopment of Alameda Point. However, because of the complexity of the transaction, the ARRA has had to advance this project in logical steps. The first step has been to enter into a property management agreement, which occurred May 1st, and transfers operations and maintenance of leased premises and grounds to APCP. When the ARRA executed the no -cost Economic Development Conveyance with the Navy in June 2000, the use of lease revenues had certain restrictions. Compliance with these restrictions has required transferring some Alameda Point operating costs to unrestricted funds, such as FISC lease revenue in order to fund essential city services to Alameda Point. Discussion The ARRA Fund consists of several funding sources including grants from Office of Economic Adjustment (OEA), Economic Development Administration (EDA) and the Environmental Protection Agency (EPA). Grant funds are drawn down in accordance with approved scopes of work and budgets. Revenue generated from the equipment auction will be included in the next fiscal year budget. An early projection of revenue from the auction is approximately $500,000. In the early days of closing the base, the ARRA incurred a debt to the General Fund. The City loan was given to the ARRA to assist in the development of the Community Reuse Plan and to support the community -wide organizing effort. The loan was used to match OEA grant funds, which were supplied to help advance the planning process. The debt incurred is approximately $2.5 million. This is the first year in which the ARRA fund will begin repayment of the loan. In addition to the grant funds, the ARRA fund has revenues generated from leases at Alameda Point. As mentioned previously, another new use for funds will be to pay APCP to serve as leasing and property management agents for Alameda Point. Fiscal Impact Total anticipated revenues (grants, bond proceed, leases, prior -year fund balance), plus credit for cost recovery of AP transition, is estimated at $27,432,845. The proposed budget continues service levels by the ARRA, with the exception of services that have been reduced or turned over to APCP. The total expenditure of funds is approximately $25,550,131 leaving an unappropriated fund balance of $1,882,714. Honorable Members of the Alameda Reuse and Redevelopment Authority May 29, 2002 Page 2 The following is the proposed budget for FY 2002 -2003: Alameda Point Administration $3,541,860 This amount pays for a portion of the salaries and benefits for City staff working on transitioning AP to APCP, and all the costs associated with cost recovery. Development services has transitioned all of its staff costs to redevelopment funds. Also included are expenses, such as legal advice and consultant services. Alameda Point Operating and Maintenance Functions $4,330,355 This includes funding the management fee for services that APCP will provide along with insurance and various citywide fees. Building Maintenance $189, 089 These funds include personnel costs associated with maintenance to all City - leased, occupied and vacant buildings at Alameda Point. Roads and Grounds $226, 805 This includes personnel costs for grounds keeping services, street light, and sidewalk repair. Electric Power $312, 000 This includes costs for Alameda Power and Telecommunications (AP &T) service to all City- leased buildings, street lights and transformers that must be maintained in vacant buildings. These costs have been drastically reduced since AP &T became the owners of this utility. Water $388,186 This includes personnel and contractual services for water service to Alameda Point and repairs performed by EBMUD associated with the maintenance agreement. Sanitary Sewers $417,690 This includes personnel and contractual services, outside structural and grounds repairs, manhole replacements and continues the level of service provided to maintain the sanitary sewer system. Alameda Point Capital Improvement Projects $2,784,679 This includes the projects outlined in Attachment 3. The projects are related largely to the water system health and safety upgrades and improvements to the sanitary sewers and electrical system. EDA Capital Improvement Projects $10,877,000 This includes personnel and contractual services and expenditures related to building upgrades included in the EDA grant awards. Tenants are required to provide matching funds for buildings in which they have a lease interest. EPA Redevelopment Initiative Program: $40,000 This grant is used for staff and consultant services in association with finding alternative solutions in relocating/recycling the hazard materials at Seaplane Lagoon. These funds have also been spent on community forums for public participation and comment on these alternates. Honorable Members of the Alameda Reuse and Redevelopment Authority Recommendation May 29, 2002 Page 3 It is recommended that the Alameda Reuse and Redevelopment Authority approve the FY 2002 -2003 Alameda Point budget. JF /DY/NB :la Respectfully submitted, Jim Flint Executive Direct By: Doug Yount Development Services Attachments: Alameda Point Budget Spreadsheet Alameda Point Capital Improvement Program irector Attachment 1 Year One Operating Revenue Lease Revenue -AP $8,430,704 Equipment Auction $500,000 Projected Fund Balance AP $2,738,443 Cost Recovery-APCP $1,812,019 OEA Grant $50,000 EPA Grant $40,000 Total Operating Revenue $13,571,166 Capital Revenue Bond Proceeds EDA Grant Total Capital Revenue TOTAL REVENUE $2,784,679 $10,877,000 $13,661,679 $27,232,845 Capital Expenditures Bond - Funded Capital Projects $2,784,679 EDA Activities $10,877,000 Total Capital Expenditures $13,661,679 Operating Expenditures Bond Debt Service $1,293,600 Repayment of GF Loan $695,000 Urban Runoff Fee- AP /FISC $619,868 Citywide Development Fee $320,000 O &M and Repair of Water System $104,000 Water Usage Fee $520,000 AP Water $280,980 Electrical Power $312,000 Gas Usage $52,000 Sanitary Sewer $243,029 Building Maintenance $109,212 Roads and Grounds $120,177 APCP Prop Mgmt $2,714,355 Indirect Costs $745,741 PW staff $364,372 City Manager's staff $92,877 Info Technology $69,759 Recreation and Parks $26,000 Planning $88,663 Human Resources $20,800 Consultant Services $150,000 Outside Legal Council $484,000 Insurance $360,000 Cost Recovery -APCP $1,812,019 OEA Activities $50,000 EPA Activities $40,000 Total Operating Expenditures $11,688,452 TOTAL EXPENDITURES $25,350,131 Projected Fund Balance $1,882,714 1 All grant balances are projected estimates Attachment 2 Capital Improvement Programs Funded by ARRA For 2002-2003 AP - Building #1 Roof $ 260,000 AP — EDA Water/Building $ 500,000 AP — Elevator $ 200,000 AP - Estuary Sewer $ 115,000 AP — Golf Course $ 785,280 AP — Pier 1 Electrical Upgrades $ 175,000 AP — Sewer $ 67,000 AP - Street Upgrades $ 100,000 AP - Street Light Upgrade $ 100,000 AP - Survey $ 50,000 AP - Water Miscellaneous/Piers $ 100,000 Citywide Aerial Photos $ 30,000 Citywide Traffic Capacity Ordinance $ 51,000 Remaining AP&T Projects $ 249,899 Traffic Flow Remaining Fund $ 1,500 TOTAL $ 2,784,679 HAARRA\ARRA0203Att2.doc Alameda Reuse and Redevelopment Authority Interoffice Memorandum May 24, 2002 TO: Honorable Members of the Alameda Reuse and Redevelopment Authority FROM: Jim Flint, Executive Director SUBJ: Report and Recommendation from the Executive Director to Approve a New Contract and Contract Amendment for Northgate Environmental for Environmental Consulting Services Background Northgate Environmental has provided environmental consulting services to the ARRA for the past four years. They have reviewed and analyzed Navy environmental documents for the clean -up of East Housing, FISC Alameda Annex ( FISCA) and the Alameda Naval Air Station (Alameda Point). They provide comments to the Base Reuse staff and represent the city at regular meetings of the regulatory agencies and the Navy, and provide professional expertise to ARRA staff to allow full participation in the cleanup decisions made by the Navy. Discussion Northgate requires a contract amendment to continue its ongoing consulting services and a separate contract to provide support for the city's negotiations with the Master Developer. Ongoing consulting services by Northgate include: attendance and participation in Base Conversion Team (BCT) meetings for both Alameda Point and FISCA and related conference calls, and briefing of City /ARRA staff on the pertinent issues for these meetings; review of technical documents and communication of review results to the staff or to the Navy on behalf of the City /ARRA; miscellaneous research assignments as needed to facilitate the reuse of the base; and project management. Typical assignments include analyzing the suitability of leases (outside the area under the Master Developer), reviewing documents pertaining to the proposed golf course development, and evaluating the Public Benefit Conveyance of parkland to the city. This amendment will continue services through the end of this fiscal year, and through the next fiscal year, covering costs for fourteen months of service. Honorable Members of the Alameda Reuse and Redevelopment Authority May 24, 2002 Page 2 The new consultant agreement will allow Northgate to assist the City /ARRA staff in negotiations with the Master Developer and the tasks associated with the early transfer of that portion of the base. Specifically, Northgate will attend all meetings regarding the Master Developer at which environmental engineering support for the City /ARRA may be needed. Other tasks required for successful transfer of the base include evaluation of the Navy's base wide testing for Poly Aromatic Hydrocarbons (PAH's), and responding to the results of that study as it is completed; monitoring of remediation in the lands proposed for trade into the Tidelands Trust to make sure they will be cleaned in a manner acceptable to the State for the trade -in; co- chairing the Early Transfer Working Group; and other miscellaneous tasks to provide information for support of the Master Developer effort by the City /ARRA. Fiscal Impact The $100,000 contract amendment will be paid out of APIP redevelopment tax increment and the Catellus project budget. The $100,000 for support in the Master Developer negotiations will be reimbursed as a cost through the Exclusive Negotiating Agreement. Recommendation Staff recommends approval of the attached contract with Northgate Environmental for $100,000 to provide technical support for negotiation of an early transfer, and related environmental work with the Master Developer, and approval of the attached contract amendment for $100,000 to continue provision of environmental consulting services for the Northwest territory, FISC/East Housing and other non - Master Developer related issues. Respectfully submitted, James M. Flint Executive Directo By: Doug Yount Developmen ery erector JF/DY/EJ:la Attachments: 1) Amendment to Agreement - Northgate Environmental Management, Inc. 2) Consultant Agreement - Northgate Environmental Management, Inc. G: \COMDEV\ BASE_ R- 2\ARRA \STAFFREP\2002\NORGATE. WPD AMENDMENT TO AGREEMENT This Amendment of the Agreement, entered into this day of , 2002, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (hereinafter referred to as "ARRA ") and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC., a California corporation, whose address is 950 Northgate Drive, Suite 313, San Rafael, CA 94903, (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. On October 1, 2001, an agreement was entered into by and between ARRA and Consultant (hereinafter "Agreement "). B. ARRA and Consultant desire to modify the Agreement on the terms and conditions set forth herein. • NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 ( "Term ") of the Agreement is modified to read as follows: "The term of this Agreement shall commence on the 1st day of October, 2001, and shall terminate on the 30`" day of June, 2003, unless terminated earlier as set forth herein." 2. Paragraph 2 ( "Services to be Performed ") of the Agreement is modified to read as follows: "Consultant shall perform each and every service set forth in Exhibit "A" and Exhibit `B" which are attached hereto and incorporated herein by this reference." 3. Paragraph 3 ( "Compensation to Consultant ") of the Agreement is modified to read as follows: "Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed $70,100.00 (Exhibit "A ") and $1 00,000.00 (Exhibit "B "). Payment shall be made by checks drawn on the treasury of the ARRA, to be taken from the ARRA fund. 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed on the day and year first above written. NORTHGATE ENVIRONMENTAL ALAMEDA REUSE & MANAGEMENT, INC. REDEVELOPMENT AUTHORITY Ted Splitter t James M. Flint Principal City Manager Azw(47,,,,e7- Peter Russell Principal G: \Comdev \CONTRACT \ARRA \NORTHGATE \amendment.wpd RECOMMENDED FOR APPROVAL: Doug Yount fr Development ervices Director APPROVED AS TO FORM: c2a1---4 J-yd2-4) Teresa Highsmith Assistant City Attorney EXHIBIT "A" September 12, 2001 Alameda Point and FISCA Page 3 Scope of Work for Environmental Technical Assistance Cost Estimate Environmental Technical Assistance, Alameda Point and FISCA, Alameda, California Task 1: Alameda Point BCT Meetings Northgate Labor Task 2: Document Review for Alameda Point Northgate Labor Task 3: FISCA BCT Meetings and Overview Northgate Labor Task 4: Miscellaneous Assignments Northgate Labor Task 5: Project Management Northgate Labor Total $9,500 $28,600 $20,000 $7,200 $4,700 $70,100 Exhibit `B" June 4, 2002 Scope of Work- continuing services by Northgate Environmental Northgate's proposed scope of work and estimated costs to provide technical environmental consulting services to the City of Alameda/ARRA for Alameda Point and FISCA (Fleet and Industrial Supply Center Oakland, Alameda Facility /Alameda Annex). This proposal is intended to specify a continuation of services the City staff is currently relying on Northgate to furnish, as follows: 1. Alameda Point BCT meetings. Customarily the BCT (Base Conversion Team) meets monthly at Alameda Point, and is expected to continue to do so. This task includes preparing for and attending the monthly meetings and contemporaneous discussions with City staff regarding BCT meeting agenda items. Additionally, BCT conference calls, which sometimes supplement the BCT meetings, would be included as part of this task. 2. Technical document review for Alameda Point. Environmental investigation and remediation of Alameda Point involves preparation by others of numerous, frequently voluminous, technical reports. This task includes critical, technical review of these documents and discussion of their technical merits with the City staff. The level of review detail to which each document is subjected is determined, on a case -by -case basis through dialog between the City staff and Northgate. At the staffs option, Northgate's review results are communicated orally, confidentially to the City staff in writing , and/or formally in writing on behalf of the City /ARRA. 3. FISC BCT meetings and overview. Customarily the FISCA BCT meets monthly at Alameda Point, and is expected to continue to do so. This task includes preparing for and attending the monthly meetings and contemporaneous discussions with City staff regarding BCT meeting agenda items. This task also includes general overview of environmental investigation and remediation at FISCA and discussions with City staff about same, on an as needed basis. 4. Miscellaneous assignments. Occasionally the City staff has requested Northgate to respond to unanticipated or unscheduled events related to Alameda Point or FISCA for which environmental engineering services are sought. Typically these services are relatively limited in scope and are needed on a quick turnaround basis. This task encompasses ad hoc work of this nature to assist the City in participating in a timely fashion as its interests dictate. 5. Project management. Within this task are recurring responsibilities including coverage of phone calls (other than BCT conference calls), email, organization, coordination, and project file maintenance. G: \Comdev \CONTRACT ARRA \NORTHGATE \amendment).wpd Cost Estimate - Continuing Services, Northgate Environmental Environmental Technical Assistance, Alameda Point and FISCA, Alameda, California Task 1: Alameda Point BCT Meetings Estimated hours: 100 Northgate labor $21,000 Task 2: Document Review for Alameda Point Estimated hours: 114 Northgate labor $24,000 Task 3: FISCA BCT Meetings and Overview Estimated hours: 90 Northgate labor $19,000 Task 4: Miscellaneous Assignments Estimated hours: 128 Northgate labor $27,000 Task 5. Project Management Estimated hours: 42 Northgate labor $9,000 Total $100,000 CONSULTANT AGREEMENT THIS AGREEMENT, entered into this _ day of , 2002, by and between ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY (hereinafter referred to as "ARRA "), and NORTHGATE ENVIRONMENTAL MANAGEMENT, INC., a California corporation, whose address is 950 Northgate Drive, Suite 313, San Rafael, CA 94903, (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS: A. ARRA is a Joint Powers Authority duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possess the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. ARRA and Consultant desire to enter into an agreement for services upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The .term of this Agreement shall commence on the _ day of 2002, and shall terminate on the 30th day of June, 2003, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed $100,000.00 (Exhibit "A "). Payment shall be made by checks drawn on the treasury of the ARRA, to be taken from the ARRA fund. 4. TIME IS OF THE ESSENCE: Consultant and ARRA agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by ARRA nor have any contractual relationship with City. 1 6. INDEPENDENT PARTIF,S: ARRA and Consultant intend that the relationship between them created by this Agreement is that of employer- independent Consultant. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by ARRA to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation and sick leave are available from ARRA to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold ARRA harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON - DISCRIMINATION: Consistent with ARRA's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a ARRA employee, or a citizen by Consultant or Consultant's employee on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Except for loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, caused solely by the negligence of ARRA, the City, its City Council, boards and commissions, officers and employees, Consultant shall indemnify, defend and hold harmless ARRA, the City of Alameda, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, regardless of the merits or outcome of any such claim or suit arising from or in any manner connected to Consultant's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. Except for loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, caused solely by the negligence of ARRA, the City, its City Council, boards and commissions, officers and employees, Consultant shall indemnify, defend and hold harmless ARRA, the City of Alameda, its City Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the Consultant's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. 2 10. INSURANCE: On or before the commencement of the terms of this Agreement, Consultant shall furnish ARRA with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C and D. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the ARRA by certified mail, "Attention: Risk Manager. " It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to ARRA and licensed to do insurance business in the State of California. Endorsements naming ARRA, the City of Alameda, City Council, its boards and commissions, officers, as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to ARRA, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or ARRA with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against ARRA by virtue of the payment of any loss under such insurance. 3 C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, ARRA shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: ARRA, the City of Alameda, its City Council, boards and commissions, officers, and employees shall be named as an additional insured under all insurance coverages, except worker ' s compensation insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by ARRA are not represented as being sufficient to protect Consultant. Consultant is advised to consult Consultant's insurance broker to determine adequate coverage for Consultant. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of ARRA. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from ARRA under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to ARRA by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 13. SUBCONSULTANT APPROVAL: Unless prior written consent from ARRA is obtained, only those people and subconsultants whose names are listed in Consultant's bid shall be used in the performance of this Agreement. Requests for additional subcontracting shall be submitted in writing, describing the scope of 4 work to be subcontracted and the name of the proposed subconsultant. Such request shall set forth the total price or hourly rates used in preparing estimated costs for the subconsultant's services. Approval of the subconsultant may, at the option of ARRA, be issued in the form of a Work Order. In the event that Consultant employs subconsultants, such subconsultants shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general and automobile liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City of Alameda Business License, that may be required in connection with the performance of services hereunder. 15. REPORTS: Each and every report, draft, work product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of ARRA. No report, information nor other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by ARRA. Consultant shall, at such time and in such form as ARRA may require, furnish reports concerning the status of services required under this Agreement. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by ARRA that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of ARRA or its designees at all proper times; and gives ARRA the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by ARRA's preliminary examination or audit of records, and ARRA's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then consultant shall reimburse ARRA for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second 5 business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to ARRA shall be addressed to ARRA at: Alameda Reuse and Redevelopment Authority Alameda Point 950 West Mall Square Alameda, CA 94501 ATTN: Elizabeth Johnson All notices, demands, requests, or approvals from ARRA to Consultant shall be addressed to Consultant at: Northgate Environmental Management, Inc. 950 Northgate Drive, Suite 313 San Rafael, CA 94903 ATTN: Ted Splitter and /or Peter Russell 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) days after receipt by Consultant from ARRA of written notice of default, specifying the nature of such default and the steps necessary to cure such default, ARRA may terminate the Agreement forthwith by giving to the Consultant written notice thereof ARRA shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCE WITH MARSH CRUST ORDINANCE: Contractor shall perform all excavation work in compliance with the City's Marsh Crust Ordinance as set forth at Section 13 -56 of the Municipal Code. Prior to performing any excavation work, Contractor shall verify with the Building Official whether the excavation work is subject to the Marsh Crust Ordinance. Contractor shall apply for and obtain permits from Building Services on projects deemed to be subject to the Marsh Crust Ordinance. 20. COST OF LITIGATION: If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the Court may adjudge to be reasonable, including attorneys' fees. 21. COMPLIANCES: Consultant shall comply with all laws, state or federal and all ordinances, rules and regulations enacted or issued by ARRA. 6 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from ARRA to do otherwise. 24. WAIVER: A waiver by ARRA of any breach of any term, covenant, or condition contained herein, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both ARRA and Consultant. 26. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 27. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the teems or provisions of this Agreement. 7 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. NORTHGATE ENVIRONMENTAL ALAMEDA REUSE & MANAGEMENT, INC. REDEVELOPMENT AUTHORITY Ted S litter Principal Peter Russell Principal G:\Comdev \CONTRACTW RRA \NORTHGATE \contract2.wpd 8 James M. Flint City Manager REC NDED . O' • ' PROVAL: 1' Doug Youn Development 'ervices Director APPROVED AS TO FORM: Teresa Highsmith Assistant City Attorney Exhibit "A" June 4, 2002 Northgate's proposed scope of work for tasks specific to the Master Developer is as follows: 1. Master Developer- oriented meetings. Numerous meetings and conference calls are expected to take place at which City environmental engineering support may be needed. Some of these meetings and conference calls are solely between the City and the Master Developer, but others include a wider collection of interested parties, for example, the Navy, regulatory agencies, and the community. This task includes preparing for and participating in these meetings and conference calls. 2. Evaluation of PAHs (polynuclear aromatic hydrocarbons) in soil. This issue has emerged as a pivotal consideration in remediation and land use planning at Alameda Point. This task consists of working with the Master Developer to further its and the City's mutual interests. 3. Tidelands Trust. As provided by the legislature, certain Alameda Point lands are to be traded into the Tidelands Trust in exchange for movement of equally - valued lands out of the Trust. This task includes monitoring and furthering remedial work and other activities associated with timely accomplishment of this transfer. 4. Miscellaneous assignments. This task will allow Northgate to respond to unanticipated or unscheduled events related to Alameda Point for which environmental engineering services are sought. Typically these services are relatively limited in scope and are needed on a quick turnaround basis. This task encompasses ad hoc work of this nature to assist the City in participating in a timely fashion in negotiations with the Master Developer as its interests dictate. 5. Project management. Within this task are recurring responsibilities including coverage of phone calls (other than BCT conference calls), email, organization, coordination, and project file maintenance. Proposed Schedule Northgate will implement the proposed scope of work upon receiving authorization to proceed. Exhibit "A" Cost Estimate for Master Developer Negotiations Support - Northgate Environmental Task 1: Master Developer- Oriented Meetings Estimated hours: 195 Northgate labor $41,000 Task 2: Evaluation of PAHs in Soil Estimated hours: 80 Northgate labor $17,000 Task 3: Tidelands Trust Estimated hours: 71 Northgate labor $15,000 Task 4: Miscellaneous Assignments Estimated hours: 85 Northgate labor $18,000 Task 5. Project Management Estimated hours: 42 Northgate labor $9,000 Master Developer - Related Total $100,000